Exhibit 99.B.(d)(1)(A)(iii)
DIRECTED SERVICES, INC.
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______________________
ING Investors Trust
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Ladies and Gentlemen:
Pursuant to the Portfolio Management Agreements dated (1) April 29,
2005, among ▇.▇. ▇▇▇▇▇▇ Investment Management Inc., ING Investors Trust and
Directed Services, Inc., (2) May 1, 2003, as amended among UBS Global Asset
Management (Americas) Inc., ING Investors Trust and Directed Services, Inc., (3)
May 1, 2002, as amended among Fund Asset Management, L.P., ING Investors Trust
and Directed Services, Inc., and (4) January 28, 2000, as amended among Capital
Guardian Trust Company, ING Investors Trust and Directed Services, Inc.,
(collectively the "Portfolio Management Agreements") the portfolio management
fees for ING Capital Guardian U.S. Equities Portfolio (formerly ING Capital
Guardian Large Cap Value Portfolio), ING JPMorgan Small Cap Equity Portfolio,
ING Mercury Focus Value Portfolio, ING Mercury Large Cap Growth Portfolio, and
ING UBS U.S. Allocation Portfolio (formerly ING UBS U.S. Balanced Portfolio)
(the "Portfolios") were reduced.
By our execution of this letter agreement, we hereby notify you of our
intention to lower the annual investment management fees for the Portfolios with
a corresponding reduction (the "Reduction") for the period from April 29, 2005
through and including May 1, 2006. The Reduction shall be calculated as follows:
Reduction = 50% x (former portfolio management fee - new portfolio
management fee)
The old and new fee schedules to the Portfolio Management Agreements are
attached. Please indicate your agreement to this Reduction by executing below in
the place indicated.
Very sincerely,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice President
Directed Services, Inc.
Agreed and Accepted:
ING Investors Trust
(on behalf of the Funds)
By:
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▇▇▇▇▇▇ ▇. Naka
Senior Vice President
